Sec Form 13G Filing - Benchmark Capital Partners V L P filing for 1stdibs.com Inc. (DIBS) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

1stdibs.com,Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

320551104

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨          Rule 13d-1(b)

 

¨          Rule 13d-1(c)

 

x         Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 20 Pages

Exhibit Index Contained on Page 19

 

 

 

 

 

   CUSIP NO. 320551104

13 GPage 2 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Partners V, L.P. (“BCP V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

2,793,941 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”), the members of BCMC V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

2,793,941 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,793,941     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.2% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 3 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund V, L.P. (“BFF V”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

342,366 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

342,366 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

342,366     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.9% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 4 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

65,550 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

65,550 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

65,550     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.2% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 5 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

51,580 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

51,580 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

51,580     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 6 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Management Co. V, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,653,916     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4% 

12

TYPE OF REPORTING PERSON

OO

 

 

   CUSIP NO. 320551104

13 GPage 7 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Partners VII, L.P. (“BCP VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

2,903,971 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Matthew R. Cohler (“Cohler”), Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

2,903,971 shares, except that BCMC VII, the general partner of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,903,971     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.5% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 8 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VII, L.P. (“BFF VII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

322,512 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

322,512 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

322,512     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.8% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 9 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

427,433 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

427,433 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

427,433     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.1% 

12

TYPE OF REPORTING PERSON

PN

 

 

   CUSIP NO. 320551104

13 GPage 10 of 24  

 

 

1

NAME OF REPORTING PERSON                    Benchmark Capital Management Co. VII, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.

  8

SHARED DISPOSITIVE POWER

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,653,916     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4% 

12

TYPE OF REPORTING PERSON

OO

 

 

   CUSIP NO. 320551104

13 GPage 11 of 24  

 

 

1

NAME OF REPORTING PERSON                    Alexandre Balkanski

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,653,916     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 12 of 24  

 

 

1

NAME OF REPORTING PERSON                    Matthew R. Cohler

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

5,889 shares

6

SHARED VOTING POWER

3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

5,889 shares

  8

SHARED DISPOSITIVE POWER

3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,659,805     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

9.4% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 13 of 24  

 

 

1

NAME OF REPORTING PERSON                    Bruce W. Dunlevie

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,307,832     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 14 of 24  

 

 

1

NAME OF REPORTING PERSON                    Peter Fenton

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

&# xA0;

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,307,832     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 15 of 24  

 

 

1

NAME OF REPORTING PERSON                    J. William Gurley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,307,832     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 16 of 24  

 

 

1

NAME OF REPORTING PERSON                    Kevin R. Harvey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,307,832     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 17 of 24  

 

 

1

NAME OF REPORTING PERSON                    Robert C. Kagle

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,653,916     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 18 of 24  

 

 

1

NAME OF REPORTING PERSON                    Mitchell H. Lasky

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

 

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,307,832     

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨      

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

18.8% 

12

TYPE OF REPORTING PERSON

IN

 

 

   CUSIP NO. 320551104

13 GPage 19 of 24  

 

 

ITEM 1(A).NAME OF ISSUER

 

1stdibs.com, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

51 Astor Place, 3rd Flor

New York, NY 10003

 

ITEM 2(A).NAME OF PERSONS FILING

This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, BCP VII, BFF VII, BFF VII-B, BCMC VII and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.

 

BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.

 

Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.

 

Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each reporting person is:

 

Benchmark

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C).CITIZENSHIP

 

BCP V, BFF V, BFF V-A, BFF V-B, BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships. BCMC V and BCMC VII are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.

 

ITEM 2(D) and (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

CUSIP # 320551104

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

   CUSIP NO. 320551104

13 GPage 20 of 24  

 

 

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2022 (based on 38,930,769 shares of Common Stock of the issuer outstanding as of October 31, 2022 as reported by the issuer on Form 10-Q for the period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 10, 2022).

 

(a)Amount beneficially owned:
  
See Row 9 of cover page for each Reporting Person.
  
(b)Percent of Class:
  
See Row 11 of cover page for each Reporting Person.
  
(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:
   
See Row 5 of cover page for each Reporting Person.
  
(ii)Shared power to vote or to direct the vote:
  
See Row 6 of cover page for each Reporting Person.
  
(iii)Sole power to dispose or to direct the disposition of:
  
See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A, BFF V-B, BCP VII, BFF VII and BFF VII-B and the limited liability company agreements of BCMC V and BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

 

   CUSIP NO. 320551104

13 GPage 21 of 24  

 

 

ITEM 10.CERTIFICATION

 

Not applicable.

 

 

   CUSIP NO. 320551104

13 GPage 22 of 24  

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2023

 

  BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney
   
  BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company
   
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney
   
   
  ALEXANDRE BALKANSKI
  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
   
   
  By: /s/ An-Yen Hu
    An-Yen Hu
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

   CUSIP NO. 320551104

13 GPage 23 of 24  

 

 

EXHIBIT INDEX

 

Exhibit Found on
Sequentially
Numbered Page
   
Exhibit A:  Agreement of Joint Filing 24

 

 

   CUSIP NO. 320551104

13 GPage 24 of 24  

 

 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of 1stdibs.com,Inc. shall be filed on behalf of each of the undersigned. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.